Free Corporate Bylaws template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Corporate Bylaws template

Fully editable with standard terms and clauses. Send and e-sign it online.


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First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.
First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

Free Corporate Bylaws template

Fully editable with standard terms and clauses. Send and e-sign it online.

Free Corporate Bylaws template

Fully editable with standard terms and clauses. Send and e-sign it online.

Bonsai has helped create 1,023,928 documents and counting.

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Date: March 8th 2023



Acme LLC.

Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Coach").

The Contract is dated January 23, 2023.


1.1 Project. The Client is hiring the Coach to develop a coaching relationship between the Client and Coach in order to cultivate the Client's personal, professional, or business goals and create a plan to achieve those goals through stimulating and creative interactions with the ultimate result of maximizing the Client's personal or professional potential.

1.2 Schedule. The Coach will begin work on February 1, 2023 and will continue until the work is completed. This Contract can be ended by either Client or Coach at any time, pursuant to the terms of Section 4, Term and Termination.

The Coach and Client will meet by video conference, 4 days per month for 2 hours.

1.3 Payment. The Client will pay the Coach an hourly rate of $150. Of this, the Client will pay the Coach $500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Coach's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Coach will invoice the Client in accordance with the milestones in Section 1.3. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.0% per month on the outstanding amount.

1.6 Support. The Coach will not be available by telephone, or email in between scheduled sessions.


- A coaching relationship is a partnership between two or more individuals or entities, like a teacher-student or coach-athlete relationship. Both the Client and Coach must uphold their obligations for the relationship to be successful.

- The Coach agrees to maintain the ethics and standards of behavior established by the International Coaching Federation (ICF).

- The Client acknowledges and agrees that coaching is a comprehensive process that may explore different areas of the Client's life, including work, finances, health, and relationships.

- The Client is responsible for implementing the insights and techniques learned from the Coach.


3.1 Overview. This section contains important promises between the parties.

3.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

3.3 Coach Has Right To Give Client Work Product. The Coach promises that it owns the work product, that the Coach is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Coach uses employees or subcontractors, the Coach also promises that these employees and subcontractors have signed contracts with the Coach giving the Coach any rights that the employees or subcontractors have related to the Coach's background IP and work product.

3.4 Coach Will Comply With Laws. The Coach promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

3.5 Work Product Does Not Infringe. The Coach promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Coach has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Coach has entered into or will enter into with someone else.

3.7 Client-Supplied Material Does Not Infringe. If the Client provides the Coach with material to incorporate into the work product, the Client promises that this material does not infringe on someone else's intellectual property rights.


This Contract is ongoing until it expires or the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 9.4. The Coach must immediately stop working as soon as it receives this notice unless the notice says otherwise.

If either party ends this Contract before the Contract automatically ends, the Client will pay the Contractor for the work done up until when the Contract ends. The following sections don't end even after the Contract ends: 3 (Representations); 6 (Confidential Information); 7 (Limitation of Liability); 8 (Indemnity); and 9 (General).


The Client is hiring the Coach as an independent contractor. The following statements accurately reflect their relationship:

- The Coach will use its own equipment, tools, and material to do the work.

- The Client will not control how the job is performed on a day-to-day basis. Rather, the Coach is responsible for determining when, where, and how it will carry out the work.

- The Client will not provide the Coach with any training.

- The Client and the Coach do not have a partnership or employer-employee relationship.

- The Coach cannot enter into contracts, make promises, or act on behalf of the Client.

- The Coach is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

- The Coach is responsible for its own taxes.

- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Coach or any of the Coach's employees or subcontractors.


6.1 Overview. This Contract imposes special restrictions on how the Client and the Coach must handle confidential information. These obligations are explained in this section.

6.2 The Client's Confidential Information. While working for the Client, the Coach may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Coach promises to treat this information as if it is the Coach's own confidential information. The Coach may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Coach use a customer list to send out a newsletter, the Coach cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Coach written permission to use the information for another purpose, the Coach may use the information for that purpose, as well. When this Contract ends, the Coach must give back or destroy all confidential information, and confirm that it has done so. The Coach promises that it will not share confidential information with a third party, unless the Client gives the Coach written permission first. The Coach must continue to follow these obligations, even after the Contract ends. The Coach's responsibilities only stop if the Coach can show any of the following: (i) that the information was already public when the Coach came across it; (ii) the information became public after the Coach came across it, but not because of anything the Coach did or didn't do; (iii) the Coach already knew the information when the Coach came across it and the Coach didn't have any obligation to keep it secret; (iv) a third party provided the Coach with the information without requiring that the Coach keep it a secret; or (v) the Coach created the information on its own, without using anything belonging to the Client.

6.3 Third-Party Confidential Information. It's possible the Client and the Coach each have access to confidential information that belongs to third parties. The Client and the Coach each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Coach is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


8.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Coach or both. For example, if the Client gets sued for something that the Coach did, then the Coach may promise to come to the Client's defense or to reimburse the Client for any losses.

8.2 Client Indemnity. In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

8.3 Coach Indemnity. In this Contract, the Client agrees to indemnify the Coach (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


9.1 Assignment​. This Contract applies only to the Client and the Coach. Neither the Client nor the Coach can assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the other's written permission.

9.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

9.3 Modification; Waiver. To change anything in this Contract, the Client and the Coach must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

9.4. Noticies.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party's address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

9.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that's the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

9.6 Signatures. The Client and the Coach must sign this document using Bonsai's e-signing system. These electronic signatures count as originals for all purposes.

9.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

9.8 Entire Contract. This Contract represents the parties' final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.



Acme LLC.

Corporation Corp.
Table of contents

Corporate bylaws outline the operating rules and various methods by which a company will conduct business. Initial directors, typically those named in the articles of incorporation, prepare the bylaws. Every director must sign the bylaws as soon as they are prepared.

What are Corporate Bylaws?

According to the articles of incorporation, bylaws for a corporation are drafted by the board of directors, usually the shareholders of the corporation. After they are finalized, copies of the bylaws must be kept at the company's main location and updated as needed. They are similar to the operating agreement of an LLC and stipulate how the company is run.

What information should be included?

  • Name of the corporation;
  • Board of Directors;
  • Certificates of Stock;
  • Quorum and its Determination;
  • Voting;
  • Announcement of dates and times for annual meetings;
  • Committees;
  • Indemnification; and
  • Others (officers, members, etc.).

What is a Quorum?

A quorum refers to the minimum number of directors or shareholders required for a meeting to be valid. Quorums usually consist of a majority of individuals or at least 50%.

Under California law (Corp. Code 602), a meeting cannot be held unless 1/3 of the shareholders are present.

Are Corporate Bylaws Required?

In the United States, thirty-one (31) states require corporate bylaws.

The 5 Steps for Creating Bylaws

A bylaw describes the rules for decision-making and the schedule for the corporation's annual meetings. Bylaws are created by the corporation's original incorporators.

1. Gathering Incorporators

Owners of the company or the initial incorporators will select the incoming leadership team. A majority vote or 2/3's vote is generally required for initial decisions in most states.

2. Selection of the initial board members and chairperson

Known as a board of directors, these individuals are primarily responsible for making business decisions. It's usually the majority shareholders who are put on the board, with a chairperson who runs the meetings. The board of directors and/or directors must be present at the annual meeting in a certain number (#) or percentage (%).

3. Create a set of rules for the entity

The initial board of directors can begin making rules for the organization once they have been appointed. These rules will include:

  • Decision-making processes;
  • Dates and locations of annual meetings;
  • Percentage of shareholders required to make a decision;
  • Dividends are paid when and how;
  • Officers and members' responsibilities; and
  • If any other decisions need to be made, they should be taken at the first meeting.

4. Compile the Corporate Bylaws

The corporate bylaws should be made using the Instructions (How to Write). Generally, a business secretary or other administrative person needs to sign the agreement before it can be acted upon.

A majority of the shareholders should sign the bylaws and the notarization must be done using a Notary Acknowledgment.

5. Arrange meetings and make amendments

Following the creation of the corporation’s bylaws, the board of directors can get a Federal Employer Identification Number (EIN) from the Internal Revenue Service so that business activities can begin. Additionally, bank accounts can be opened, employees can be hired, corporate bylaws can be changed, and employees can be trained.

The Difference Between Nonprofit and For-Profit Corporations


  • Registration and renewal fees are lower.
  • After expenses, profits must support a "worthy cause" (see IRS).
  • At the beginning of each year, individuals' salaries must be determined.
  • Register at the state and federal levels.
  • Volunteers are the majority of employees.


  • Registration and renewal fees are higher.
  • Shareholders receive profits after expenses
  • Salaries can be adjusted whenever needed.
  • Register at the state level only (EIN required by IRS).
  • The employees are paid.

Writing Tips

The following sections make up properly completed corporate bylaws. Therefore due diligence and careful consideration should be carried out.


(1) Entity Name. In the title, the full name of the corporation whose bylaws are discussed is required. In view of this document formally being associated with the Entity named here, the full legal name of the entity, as well as the formal status suffix, should be recorded.

I. Incorporation

(2) Corporation Name. The name of the Corporation and the state where this company was first formed should be confirmed in this paperwork.

IV. Annual Meeting

(3) Annual Meeting Demand. This paperwork should specify how many days should elapse after an overdue annual meeting notice has been properly submitted.

V. Special Meetings

(4) Formal Special Meeting Request. If the Corporate's statutes do not define who can call a special meeting, then the Corporate should do so here. All corporate parties with the authority to call special meetings are listed on a display for selection. If the Corporation's President or CEO has the authority to call special meetings, for instance, the first checkbox should be marked.

(5) Board Of Directors And Shareholders. Those on the Board of Directors or Shareholders of a Corporation may call for special meetings as long as the checkboxes corresponding to the vote are selected, and the minimum percentage of total Members (of Board of Directors or Shareholders) that can do so is recorded.

(6) Other Parties. Using the space provided, indicate whether and to what extent additional parties (e.g. employees) are entitled to call a special meeting, and mark the appropriate checkbox as appropriate.

(7) Meeting Arrangement. In order for this article to be completed, the Board of Directors will be given an official number of days in which they can set the date and place of a special meeting.

IV. Place Of Meetings

(8) Meeting Venues. Meeting options can be identified by creating a checklist. The desired checkbox allows the immediate definition of the two common options so that such meetings can be set up for the Corporation's headquarters (in person) or through a remote communication method approved by the Board of Directors. if an additional venue is requested, and the preferred venue has been approved, use the space available to report the meeting location directly into the Corporation, ensuring that the appropriate checkbox has been selected.

VII. Dissolution

(9) Causing Dissolution. In order to dissolve this Entity, it must be possible for the Initiators of the action to do so. This document will set out how this can be done. Defining Corporate Parties (i.e. the Board of Directors or Shareholders) to make this decision and the number of Shareholders required to make such a decision by checking the appropriate box.

The Corporation can be dissolved by a Corporate Party not listed on this checklist, so select the final statement item and show which Corporate Parties can dissolve the Corporation. The company's statutes and/or reporting space should indicate any conditions that should be applied to the corporation.

VIII. Notice Of Meetings

(10) Notice Delivery Method. As soon as a specific meeting time and location is decided, the expected attendees must be notified. Meeting notices can be delivered by email, mail, fax, in-person, or by hand, or any other means you specify, according to a checklist of delivery methods. This document should establish the timeframe for the delivery method you choose to be completed with the successful delivery of the meeting notice no earlier than sixty days before the meeting, and no later than ten days before the meeting unless state law requires more notice.

IX. Quorum

(11) Required Attendees. It is also necessary to discuss who will attend the Corporation's annual or special meetings. If a percentage of the Board of Directors, Shareholders, or any other corporate parties should attend the meeting, check the appropriate box, and use the space provided to enter the exact percentage of Directors and/or Shareholders required. Please include a complete list of expected special or annual meeting attendees, as well as any criteria your entry must meet.

X. Actions Of The Corporation

(12) Action Requirement. It must be written in this document whether a meeting is required to decide upon Corporate actions or not when a corporation takes action in its business. The first checkbox will therefore indicate that only decisions made during meetings will be acceptable for the Corporation. Selecting the second checkbox permits action to be taken following a meeting as well as taking care of other matters that arise outside the meeting but relating to company matters and should be in writing.

XI. Corporate Seal

(13) Seal Status. The Corporation should report whether it intends to maintain and utilize a seal or not. This can be accomplished by selecting one of the checkboxes. Due to the fact that these statements will contradict each other in this article, only one may be adopted as a corporate bylaw.

XII. Execution Of Documents

(14) Signature Representative(s). An Authorized Signature Representative will generally be required to sign hard-copy transactions carried out by this Corporation. It is the Corporate Party that will work with outside entities, such as signing a binding contract. Identify all Corporate Parties that will be able to sign the contract via this paperwork. The final list item should be selected if the displayed list does not include a Party that must have this power of signature, and these other parties for whom this Corporation provides such power should be selected and provided with it as well.

XIII. Indemnification

(15) Director Or Officer Protection Status. The actions of corporate entities can have legal repercussions for directors and officers. By selecting one of the checkbox choices, these bylaws can be set to provide indemnification from blame and reasonable support from the Corporation or they can be set to prevent any such indemnification.

XIV. Amendments

(16) Approved Amendment Authors. Bylaws can be amended by Parties defined within their content. Board of Directors, Shareholders, and/or other defined Corporate Parties must approve any changes to the paperwork before it is formally re-issued. The box that defines who may amend the by-laws before the next annual meeting must be checked (both here and in the corporate statutes).

XV. Stock Certificates

(17) Paper Certificate Status. The sale of physical stock certificates has been largely phased out in favor of more modern ways of verifying ownership of shares (such as the internet), but bylaws should nonetheless be in place for them. Whether this Corporation to prove ownership, the firm shall issue physical certificates or, if other, more reliable means (such as an electronic statement) can be used, the firm shall release the same information. For this status, one option can be selected from the fifteenth article.

XVI. Directors

(18) Required Director Count. The number of Directors that must make up the membership roster of this Corporation's Board of Directors must be recorded..

(19) Directorship Term. It should be determined how many years a Director may serve on the Board of Directors and then reported. A sitting member of the Board Of Directors may expect to serve for this length of time if no action is taken against them before another is naturally appointed.

XX. Certification

(20) Execution Date. 'Authorized Signature Parties, elected by the members of the Corporation to represent it in this manner, will be able to verify the signature of the articles once the bylaws have been ratified (see article XII). The date when these bylaws will be considered formally adopted by the Corporation must be documented before this signature can be provided.

(21) Director Or Officer Signature. This Corporation's authorized signature party must sign the bylaws in order for them to become effective.

(22) Signature Date. When the bylaws are signed by the Signature Party, the current calendar date must be noted.

(23) Printed Name. Identify the individual who signs this document on behalf of the Corporation by printing his or her name on the document.

(24) Formal Title. During this sign-off process, the Signatory should acknowledge the official office they hold within the corporate entity bound by the terms of this document.

Frequently Asked Questions
Questions about this template.

Who has the authority to amend Corporate Bylaws?

Only the board of directors and/or shareholders can amend the bylaws in an official meeting. Bylaws should contain the latest amendment rules.

Are Corporate Bylaws Public Records?

Definitely not. The bylaws of a corporation fall under private ownership, unlike the articles of incorporation that are usually public in most states.

Who Signs the Corporate Bylaws?

It is not necessary to sign the bylaws. Signing them by the corporation's secretary or the chairman of the board is recommended but not required.